DATED
13 JUNE 2018


 


	 	(1)	BUNKER
    HILL Mining CORPORATION 
	 	 	 
	 	(2)	HUMMINGBIRD
    RESOURCES PLC 


 


CONVERTIBLE
LOAN AGREEMENT


 


 


Tel
+44 (0)370 903 1000   Fax +44 (0)370 904 1099   mail@gowlingwlg.com   www.gowlingwlg.com


 




    	 	 	 



    	 



    

 


CONTENTS





 




	Clause	 	Page
	 	 	 
	1   	Definitions
    and interpretation	2
	2   	The
    Loan	7
	3	Purpose	8
	4 	Interest	8
	5   	Repayment	8
	6   	LENDER’S
    CONVERSION OPTION	8
	7  	REORGANISATION	10
	8   	Taxes	11
	9  	EXCLUSIVITY
    PERIOD	11
	10   	Representations
    and Warranties	12
	11  	COMPLIANCE	13
	12   	Undertakings	13
	13 	Events
    of Default	16
	14  	INDEMNITIES	18
	15 	announcements	18
	16 	Costs
    and expenses	18
	17  	Benefit
    of this Agreement	19
	18  	Assignments
    and transfers	19
	19  	Remedies
    and waivers	19
	20 	Severability	19
	21 	Notices	19
	22  	Law
    and Jurisdiction	20
	23  	Counterparts
    and delivery	20
	24 	third
    party rights	20



 



    	 	 	 



    	 



    

 


THIS
AGREEMENT


 


BETWEEN:


 


	(1)	BUNKER
    HILL MINING CORPORATION, a company incorporated in Nevada and whose registered office is situated at 1802 N. Carson Street,
    Suite 212, Carson City, Nevada 89701 (the “Company”); and
	 	 
	(2)	HUMMINGBIRD
    RESOURCES PLC, a company incorporated in England and Wales and whose registered office is at 49-63 Spencer Street, Hockley,
    Birmingham B18 6DE United Kingdom (the “Lender”).


 


RECITALS


 


The
Lender has agreed to provide to the Company an unsecured loan in the aggregate sum of US$1,500,000 (One Million Five Hundred Thousand
United States Dollars) on and subject to the terms and conditions of this Agreement


 


AGREED
TERMS


 


1
Definitions and interpretation


 


1.1
Definitions


 


In
this Agreement the following expressions have the following meanings, unless the context otherwise requires:


 


	 	Accounting
    Standards	International
    Financial Reporting Standards;
	 	 	 
	 	Accounts	the
    audited consolidated accounts of the Company and the Group for the financial year ended on 31 December 2017 (including the
    notes thereto and auditor’s report thereon);
	 	 	 
	 	Act	the
    Companies Act 2006 as amended;
	 	 	 
	 	Admission	in
    relation to any Common Shares means the admission of such Common Shares to trading on CSE becoming effective under the CSE
    Trading Rules and “Admitted” shall be construed accordingly;
	 	 	 
	 	Advance
    Date	the
    date on which the Principal Amount is transferred by the Lender to the Company;
	 	 	 
	 	Agreement
    	this
    agreement;
	 	 	 
	 	Applicable
    Laws	means
    all applicable laws, statutes, regulations, directives, by-laws, orders, codes of conduct and mandatory guidelines which have
    legal effect, whether local, national, international or otherwise existing from time to time, in any jurisdiction together
    with any similar instrument having legal effect in the relevant circumstances (including, without limitation, the CSE Trading
    Rules);


 




    	 	2	 



    	 



    

 





	 	Auditors	the
    auditors of the Company from time to time;
	 	 	 
	 	Bloomberg	Bloomberg
                                         LP, a financial information provider;

                                                                            

	 	Business
    Day	a
    day (not being a Saturday or Sunday) on which clearing banks are open for normal business in London;
	 	 	 
	 	CSE
    	the
    Canadian Securities Exchange;
	 	 	 
	 	CSE
    Trading Rules 	the
    trading rules of the CSE;
	 	 	 
	 	Closing
    Price	in
    respect of a particular Trading Day, the closing price for a Common Share on CSE, as reported by Bloomberg;
	 	 	 
	 	Common
    Shares	Common
    Shares of US$0.001 each in the capital of the Company;
	 	 	 
	 	Company’s
    Group or Group	the
    Company and its subsidiaries from time to time;
	 	 	 
	 	Constitution	the
    documents that form the constitution of the Company current at the date of this Agreement or as amended from time to time;
	 	 	 
	 	Conversion
    Amount	has
    the meaning given thereto in clause 6.1;
	 	 	 
	 	Conversion
    Date	has
    the meaning given thereto in clause 6.1;
	 	 	 
	 	Conversion
    Notice	has
    the meaning given thereto in clause 6.1;
	 	 	 
	 	Conversion
    Price	means
    Can$0.85;
	 	 	 
	 	Conversion
    Shares	has
    the meaning given thereto in clause 6.2;
	 	 	 
	 	Delivery	in
    respect of any Conversion Shares, the delivery of such shares to the Lender and “Delivered” shall be construed
    accordingly;
	 	 	 
	 	Directors	the
    directors of the Company from time to time;
	 	 	 
	 	Encumbrance

         
	any
    mortgage, charge, assignment by way of security, claim, hypothecation, pledge, lien, encumbrance, security interest, title
    retention, preferential right or trust arrangement or any other security agreement or arrangement, equity interest or third
    party interest whatsoever having the effect of security;


 




    	 	3	 



    	 



    

 





	 	EPA

        
	the
                                         United States Environmental Protection Agency

        

	 	 	 
	 	EPA
    Agreement	the
    settlement agreement between the EPA, the Company and others dated 14 May 2018;
	 	 	 
	 	Event
    of Default	any
    of those events set out in clause 14;
	 	 	 
	 	Insolvency
    Event	in
    relation to a company means:


 


	 	 	(a)	that
    company suspends or threatens to suspend all or a substantial part of its operations (except in the ordinary course of its
    business), or all or a substantial part of its assets are expropriated by any governmental or other competent authority;
	 	 	 	 
	 	 	(b)	a
    meeting is convened or a petition is presented (which petition is not discharged within twenty-one (21) days of presentation)
    , or an order is made or an effective resolution is passed for the winding-up of that company, except for the purposes of
    a reconstruction or amalgamation whilst solvent on terms previously approved in writing by the Investor acting reasonably;
	 	 	 	 
	 	 	(c)	an
    order is made or a petition is presented for the appointment of an administrator to that company;
	 	 	 	 
	 	 	(d)	distress,
    execution or other legal process is levied against any of the assets of that company;
	 	 	 	 
	 	 	(e)	an
    encumbrancer takes possession or a receiver or administrative receiver is appointed of the whole or any part of the assets
    or undertaking of that company; or
	 	 	 	 
	 	 	(f)	that
    company: (i) ceases or suspends generally payment of its debts, or announces an intention to do so, or is unable to pay its
    debts, or is deemed unable to pay its debts within the meaning of sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
    (ii) proposes, or its directors make a proposal for, a voluntary arrangement under part I of the Insolvency Act 1986; or (iii)
    enters into any composition or other arrangement for the benefit of its creditors generally or any class of creditors or,
    in respect of a company incorporated outside of England and Wales, an event analogous to the events set out in paragraphs
    (i) to (iii) occurs in respect of such company; 


 




    	 	4	 



    	 



    

 





	 	 	save
    that the solvent dissolution of any inactive subsidiary of the Company shall not be construed as an Insolvency Event;
	 	 	 
	 	Loan	the
    unsecured loan of US$1,500,000 to be made available by the Lender to the Company under this Agreement;
	 	 	 
	 	Material
    Adverse Change	a
    new event or change in circumstances that is material and adverse to the assets, financial condition or prospects of the Company’s
    Group, taken as a whole;
	 	 	 
	 	Material
    Licences	has
    the meaning set out in paragraph 10 of Schedule 2;
	 	 	 
	 	Maturity
    Date	has
                                         the meaning set out in clause 5.1;

                                                                            

	 	Party	either
    the Lender or the Company, as the context so permits, and “Parties” shall be construed accordingly;
	 	 	 
	 	Reorganisation	in
    relation to the Company, any bonus issue of shares or other issue of shares by way of capitalisation of profits or reserves,
    any consolidation or sub-division or reduction of capital, any capital dividend or any other reconstruction or adjustment
    relating to the equity share capital of the Company and any other amalgamation, arrangement, reconstruction or compromise
    or transaction affecting the share capital of the Company;
	 	 	 
	 	subsidiary	has
    the meaning given to such term in the Act;
	 	 	 
	 	Taxes	all
    present and future taxes, levies, duties, charges, assessments, deductions or withholdings whatsoever, including any interest
    thereon and any penalties and fines with respect thereto, imposed, levied, collected or withheld pursuant to any law, regulation
    or other authorization having the force of law and “Taxation” shall be construed accordingly;
	 	 	 
	 	Trading
    Day	any
    day during which trading of securities takes place on CSE;
	 	 	 
	 	VAT	value
    added tax or other similar sales or turnover tax anywhere in the world;


 




    	 	5	 



    	 



    

 






	 	VWAP	for
    any Trading Day, the volume weighted average price of the Common Shares on CSE as reported by Bloomberg under the symbol “BNKR.CN”;
	 	 	 
	 	Warrants	the
    Warrants to be granted by the Company pursuant to the Warrant Deed;
	 	 	 
	 	Warrant
    Deed	the
    deed granting the Warrants executed immediately prior to this Agreement; and 
	 	 	 
	 	Warranties	the
    warranties and representations of the Company contained in clause 10 and Schedule 2 and a reference to a “Warranty”
    shall be construed accordingly; and 




 


	1.2	Interpretation



 


		(a)	In
                                         this Agreement:



 


	 	(i)	the
    clause headings are included for convenience only and do not affect the construction of this Agreement;
	 	 	 
	 	(ii)	words
    denoting the singular include the plural and vice versa;
	 	 	 
	 	(iii)	words
                                         denoting one gender include each gender and all genders; and

                                                                                 

	 	(iv)	the
    words “includes”, “including” and “included” will be construed without limitation.


 


	 	(b)	In
    this Agreement, unless the context otherwise requires, references to:


 


	 	(i)	a
    person shall be construed as including references to an individual, firm, company, corporation or unincorporated body of persons;
	 	 	 
	 	(ii)	documents,
    instruments and agreements are references to such documents, instruments and agreements as modified, amended, varied, supplemented
    or novated from time to time;
	 	 	 
	 	(iii)	the
    terms the “Lender” and the “Company” or a party to this Agreement include, where the context so admits,
    references to successors, transferees and assigns of any such person;
	 	 	 
	 	(iv)	recitals,
    clauses, schedules and appendices are references to recitals to this Agreement, clauses of this Agreement and schedules and
    appendices to this Agreement and references to this Agreement include its schedules and appendices;


 




    	 	6	 



    	 



    

 





	 	(v)	paragraphs
    are references to paragraphs of the schedule in which the references appear;
	 	 	 
	 	(vi)	statutory
    provisions (where the context so admits and unless otherwise expressly provided) are construed as references to those provisions
    as respectively amended, consolidated, extended or re-enacted from time to time, and to any orders, regulations, instruments
    or other subordinate legislation made under the relevant statute;
	 	 	 
	 	(vii)	references
    to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official,
    or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include that which most
    nearly approximates in that jurisdiction to the English legal term; and
	 	 	 
	 	(viii)	a
    time of day is a reference to London time.


 


	2	THE LOAN



 


	2.1	Subject
    to the terms of this Agreement, and in reliance upon the Warranties and undertakings of the Company contained herein, the
    Lender agrees to make available to the Company the Loan.
	 	 
	2.2	The
    Lender will only be obliged to advance the Loan to the Company if it has received the documents and evidence listed in clause
    2.3 below in a form and substance reasonably satisfactory to the Lender.
	 	 
	2.3	The
    Lender shall not be required to advance the Loan to the Company unless the following conditions have been satisfied:


 


	 	(a)	the
                                         Warranties being true and accurate, by reference to the facts and circumstances then
                                         existing; and

                                                                                

	 	 	 
	 	(b)	the
    execution by the Company of the Warrant Deed and the delivery by the Company to the Lender of the executed Warrant Deed and
    accompanying Warrant certificates.


 




    	 	7	 



    	 



    

 


	3	Purpose







 


The
Company shall apply the Loan to pay U$1,000,000 due to the EPA and for general working capital purposes.


 


	4	INTEREST



 


	4.1	The
    Company shall pay interest on the outstanding Loan at the rate of 10% per annum, such interest to accrue from the Advance
    Date up to the date of repayment or conversion in full of the Loan.
	 	 
	4.2	Interest
    on the outstanding amount of a Loan shall be calculated on a daily basis and based on a year of three hundred and sixty five
    (365) days.
	 	 
	4.3	The
    Company shall pay accrued and unpaid interest on the Conversion Date as provided in clause 6.1 or the Maturity Date to the
    extent the Lender does not exercise its conversion rights hereunder. 
	 	 
	4.4	If
    the Company fails to pay any sum on the due date for payment under this Agreement or fails to allot and issue any Common Shares
    to the Lender in accordance with the terms hereunder, interest will accrue on a daily basis (payable on demand) on the outstanding
    principal amount of the Loan from the date of default until actual payment or conversion (both before and after judgement)
    at the rate of 20% per annum.
	 	 
	5	Repayment
	 	 
	5.1	The
    Loan, including accrued interest thereon, shall be repayable by the Company to a bank account notified in advance to the Lender
    on the date that is one (1) year from the Advance Date (the “Maturity Date”).
	 	 
	5.2	The
    Company shall not be entitled to prepay the Loan in part or in whole. 
	 	 
	6	LENDER’S
    CONVERSION OPTION
	 	 
	6.1	Subject
    to this clause 6, the Lender shall have the option on any date specified by the Lender in its discretion prior to the Maturity
    Date (“Conversion Date”) by providing written notice to the Company (“Conversion Notice”),
    to require a conversion of all or part of the Loan and any accrued interest thereon into Common Shares, and the Company shall
    effect a conversion of such amount as is specified by the Lender in the Conversion Notice (the “Conversion Amount”)
    into Common Shares. 


 




    	 	8	 



    	 



    

 


	6.2	The
    number of Common Shares to be issued in satisfaction of the Conversion Amount (the “Conversion Shares”)
    shall be equal to that number resulting when the Conversion Amount is divided by the Conversion Price.
	 	 
	6.3	The
    Company acknowledges that the Lender may sell some or all of the Conversion Shares allotted and issued to it at such times
    and in such numbers as the Lender may decide.
	 	 
	6.4	Notwithstanding
    the other provisions set out in this clause 6, and in the event the issuance to the Lender of any Conversion Shares then required
    to be issued hereunder would breach the Company’s constitution, or any laws or regulations, including the CSA Trading
    Rules or the rules of any other stock exchange on which the Common Shares are then listed, the Company may elect to make a
    cash payment to the Lender in lieu of and in full satisfaction of the obligation to issue such number of Conversion Shares
    as would otherwise give rise to such breach, with the balance being issued in accordance with the Conversion Notice. The Company
    undertakes to the Lender that before making any such election it shall use its best endeavours to obtain the consents and
    approvals necessary to issue the relevant Conversion Shares (including obtaining any shareholder authorities and the publication
    of any prospectus or offer document). If such consents and approvals cannot be obtained within two months of date of the Conversion
    Notice, the Company may elect to make the cash payment promptly which shall be equal to the number of Conversion Shares which
    may not be issued, multiplied by the Conversion Price.
	 	 
	6.5	Notwithstanding
    the other provisions set out in this clause 6, if at any time during the TERM of this Agreement, in the event the issuance
    to the Lender of any Conversion Shares then required to be issued hereunder would, together with the number of Common Shares
    which could arise on exercise of all the Lender’s outstanding rights to Common Shares under the Warrant Deed, result
    in the Lender holding 10% or more of the Company’s issued Common Shares, the Company shall, instead of issuing any such
    Conversion Shares, be required to make a cash payment promptly to the Lender which shall be equal to the number of Conversion
    Shares which may not be issued, multiplied by the Conversion Price. The provisions of this clause shall cease to apply in
    circumstances where the Lender acquires any interest in Common Shares other than under the terms of this Agreement and the
    Warrant Deed, which, together with any Conversion Shares already issued and the number of Common Shares which could arise
    on exercise of all the Lender’s outstanding rights to Common Shares under the Warrant Deed, result in the Lender holding
    10% or more of the Company’s issued Common Shares.


 




    	 	9	 



    	 



    

 


	6.6	Following
    conversion, and for so long as the Lender holds 5% or more of the Company’s issued Common Shares, it shall have the
    right to appoint and remove a Director to the board of the Company.
	 	 
	7	REORGANISATION
	 	 
	7.1	If
    any Reorganisation takes place after the date of this Agreement, such adjustments shall be made to the Conversion Price and
    number of Conversion Shares as the Auditors shall certify in writing to the Company and the Lender to be necessary in order
    that, after such adjustment:


 


	 	(a)	the
    total number of Conversion Shares which may be issued pursuant to the Conversion Notice, is such that Conversion Shares when
    issued:


 


	 	(i)	will
    carry as nearly as possible (and in any event not less than) the same proportion of the votes as the Conversion Shares would
    have carried prior to such adjustment; and
	 	 	 
	 	(ii)	will
    carry the entitlement to participate in the same proportion in the profits and assets of the Company as would the total number
    of Conversion Shares converted pursuant to the Conversion Notice immediately prior to the event giving rise to such adjustment;
    


 


	7.2	The
    Company shall procure that no such event as is referred to in clause 7.1 shall occur prior to the end of the Maturity Period
    unless the Auditors shall either (i) prior to or (ii) contemporaneously with, the relevant resolution of the members of the
    Company or the Directors giving effect to or sanctioning such event, certify the appropriate adjustments. The Company shall
    send notice of such adjustments to the Lender as soon as practicable (and in any event no later than seven days) following
    such resolution as aforesaid.
	 	 
	7.3	In
    calculating any entitlement to Conversion under this clause 7 fractions shall be rounded down to the nearest whole Common
    Share.


 




    	 	10	 



    	 



    

 


 


	8	Taxes
	 	 
	8.1	All
    payments due to be made by the Company to the Lender under this Agreement, whether of principal, interest or otherwise, shall
    be made without deduction or withholding for, or on account of, any Taxes, except to the extent the Company is required by
    law to deduct or withhold any Taxes on any amounts payable hereunder. If at any time the Company is required to make any deduction
    or withholding in respect of Taxes from any payment due hereunder, then the Company shall pay any such additional amount to
    the Lender as is necessary to ensure that, after the making of such deduction or withholding, the Lender receives on the due
    date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to
    the sum which it would have received had no such deduction or withholding been required to be made. The Company shall use
    its reasonable endeavours to obtain from the applicable authority as soon as possible after making such payment (to the extent
    they are issued by such authority) an official receipt or other appropriate evidence issued by such authority evidencing that
    the payment has been duly remitted to the appropriate authority and shall furnish the Lender within ten (10) days of receipt
    of the same such official receipt or evidence.
	 	 
	8.2	Without
    prejudice to the provisions of clause 8.1, if the Lender is required to make any payment on account of Tax (and such Tax is
    directly incurred as a result of the Lender having entered into, performed its obligations under and received the benefits
    of this Agreement, and not being a Tax imposed on all or part of the Investor’s net income or as the result of any of
    the Lender’s business operations anywhere in the world) on any sum received or receivable under this Agreement by the
    Lender from the Company (including, without limitation, any sum received or receivable under this clause 8.2) the Company
    shall, upon demand of the Lender, indemnify the Lender against that payment or liability, together with any interest, penalties
    and reasonable expenses payable or incurred in connection therewith.
	 	 
	9	EXCLUSIVITY
    PERIOD
	 	 
	9.1	The
    following definitions apply to this clause 9:
	 	 
	 	Exclusivity
    Period: the period commencing on the date of this Agreement and ending on 13 December 2018.
	 	 
	 	Proposed
    Transaction: the Lender entering into any joint venture agreement, farm-in agreement, strategic partnership or similar
    agreement or arrangement with the Company or any member the Company’s Group; the acquisition by the Lender of all or
    some of the business and assets of the Company or the Company’s Group; or the acquisition by the Lender of all or some
    of the issued share capital of the Company or any member of the Company’s Group.


 




    	 	11	 



    	 



    

 


	 	Restricted
    Activity: each and any of the following:


 


a)
[deleted]


 


b)
entering into any joint venture agreement, farm-in agreement, strategic partnership or similar
agreement or arrangement with the Company or any member of the Company’s Group;


 


c)
the disposal (whether by way of sale, offer, transfer or otherwise) of all or any part of, or any interest in, the issued share
capital of the Company or any member of the Company’s Group;


 


d)
the disposal (whether by way of sale, offer, transfer or otherwise) of all, or any part of, the business or assets of the Company
or any member of the Company’s Group (other than in the ordinary course of trading).


 


	 	Third
    Party: any person other than the Company or a member of the Company’s Group (or any of their respective officers,
    employees, agents or advisers).
	 	 
	9.2	The
    Company agrees that it will within two weeks following the execution of this Agreement provide the Lender with a list of Third
    Parties with whom it has conducted discussions and negotiations in the previous month concerning a Restricted Activity.
	 	 
	9.3	The
    Company agrees that for the duration of the Exclusivity Period, it will not discuss and negotiate the Proposed Transaction
    with Third Parties whose principal area of operation is mining exploration, development or production.
	 	 
	9.4	The
    Company will immediately notify the Lender in writing if, during the Exclusivity Period, the Company or any member of its
    Group receive an offer (whether written or oral), indication of interest, proposal or enquiry from a Third Party concerning
    a Restricted Activity or any direct investment in the Company.
	 	 
	10	Representations
    and Warranties
	 	 
	10.1	The
    Company represents and warrants to the Lender in the terms of the Warranties on the date hereof, and the Company shall be
    deemed to represent that the Warranties are true and correct in all material respects upon any Advance Date with reference
    to the facts and circumstances then existing. The Company acknowledges and accepts that the Lender is entering into this Agreement
    on the basis of and in reliance upon, inter alia the Warranties.
	 	 
	10.2	Where
    any warranty is expressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief
    of the Company it will be deemed to mean that it has been made after all due and careful inquiry.
	 	 
	10.3	The
    Company hereby undertakes immediately to notify the Lender in writing if it comes to its knowledge that any of the Warranties
    was, when given, untrue, inaccurate or misleading in any material respect or ceases to be true and accurate or becomes misleading
    (or would be untrue, inaccurate or misleading in any material respect if repeated at the time of the Advance Date with reference
    to the facts and circumstances then existing).


 




    	 	12	 



    	 



    

 


	10.4	The
                                         Lender warrants to the Company as follows and the Lender is deemed to repeat such warranties
                                         upon the Advance Date and acknowledges and accepts that the Company is entering into
                                         this Agreement on the basis of and in reliance upon (inter alia) such warranties:



 


		(a)	the
                                         Lender is public company incorporated in the England and Wales with limited liability
                                         that is validly existing and in good standing under the laws of England and Wales;
	 	 	 



		(b)	the
                                         Lender has the corporate power and capacity to enter into, and to perform its obligations
                                         under this Agreement. This Agreement has been duly authorised, executed and delivered
                                         by the Lender and is a valid and binding obligation of the Lender enforceable against
                                         it in accordance with its terms, except as such enforceability may be limited by applicable
                                         bankruptcy, insolvency, reorganisation, moratorium, liquidation, receivership or similar
                                         laws relating to, or affecting generally the enforcement of, creditors’ rights
                                         and remedies or by other equitable principles of general application.



 


	11	COMPLIANCE



 


The
Company covenants with the Lender that it will at all times in all material respects uphold, comply and act in accordance with
the CSE Trading Rules and all Applicable Laws.


 


	12	UNDERTAKINGS



 


	12.1	The
                                         Company irrevocably undertakes with the Lender that, from the date of this Agreement
                                         and for so long as any amount is outstanding under any Loan, it shall:



 


		(a)	obtain,
                                         maintain and comply in all material respects with the terms of all material authorisations,
                                         approvals, licences, exemptions, notarisations and consents required to enable it lawfully
                                         to enter into and perform its obligations under this Agreement and the Warrant Deed (including,
                                         without limitation, to issue Common Shares in full satisfaction of the exercise of all
                                         Warrants) or to ensure the legality, validity, enforceability or admissibility in evidence
                                         of this Agreement in England and Wales;



 


		(b)	promptly
                                         inform the Lender of the occurrence of any Event of Default and, upon receipt of a written
                                         request to that effect from the Lender, confirm to the Lender that, save as previously
                                         notified to the Lender or as notified in that confirmation, no such Event of Default
                                         has occurred;



 




    	 	13	 



    	 



    

 


		(c)	use
                                         all reasonable efforts to maintain the Admission of the Common Shares to trading on CSE;



 


		(d)	comply
                                         with, and file in a timely manner all material reports and other documents required of
                                         it under all Applicable Laws, including the CSE Trading Rules, and will not take any
                                         action or file any document to terminate or suspend the admission of its Common Shares
                                         to trading on CSE;



 


		(e)	take
                                         all steps reasonably necessary to preserve and continue the material licences, permits
                                         and other authorities required by the Company’s Group to carry on its business
                                         (as such business and as such material licences, permits and other authorities may be
                                         constituted from time to time);



 


		(f)	immediately
                                         notify the Lender upon its becoming aware of the issuance by the CSE of any notice relating
                                         to a potential or actual suspension or de-listing of the Common Shares from trading on
                                         CSE;



 


		(g)	only
                                         use the proceeds of any Loan for activities in the ordinary course of its business; and



 


		(h)	not
                                         enter into Restricted Activity or financing arrangements, either for equity or debt,
                                         (other than with the Lender) without offering the Lender the right of first refusal to
                                         enter into such other financing arrangements on materially the same bona fide terms as
                                         offered by a third party. For the avoidance of doubt such financing arrangements shall
                                         include royalty financing and offtake financing.



 


		(i)	Not
                                         issue any of the 10,000,000 preferred shares that form part of the Company’s authorised
                                         share capital but have not yet been issued;



 


		(j)	procure
                                         that the Company nor any member of the Company’s Group shall, without the prior
                                         written approval of Lender:



 


		(i)	issue
                                         any loan capital or enter into any commitment with any person with respect to the issue
                                         of any loan capital;
	 	 	 



		(ii)	make
                                         any borrowing from its bankers other than in the ordinary and usual course of business;



 




    	 	14	 



    	 



    

 





		(iii)	create
                                         or grant any Encumbrance over the whole or any part of the business, undertaking or assets
                                         of the Company or over any shares in the Company or any member of the Company’s
                                         Group, or agree to do so;



 


		(iv)	make
                                         any loan (otherwise than by way of deposit with a bank or other institution the normal
                                         business of which includes the acceptance of deposits or in the ordinary course of business)
                                         or grant any credit (other than in the normal course of trading) or giving any guarantee
                                         (other than in the normal course of trading) or indemnity; or



 


		(v)	issue
                                         or grant any options or warrants under which the holder may subscribe for Common Shares
                                         (other than in accordance with an employee incentive share scheme) which have an exercise
                                         price which is less than half the amount of the Conversion Price;



 


		(k)	supply
                                         the Lender with the financial and other information necessary to keep the Lender informed
                                         about how effectively the Company is performing and in particular shall supply the Lender
                                         with quarterly management accounts of the Company within 28 days after the end of the
                                         month to which they relate, which shall include a profit and loss account, a balance
                                         sheet and a cashflow statement and such other information as the Lender may reasonably
                                         require;



 


	12.2	The
                                         Company undertakes to the Lender to make all necessary price protection applications
                                         and notifications to the CSE and any other relevant authorities to ensure that in any
                                         circumstances where the Company carries out an equity fundraising involving the Lender,
                                         the price on issue of any Common Shares can be the same price as the Conversion Price.



 


	12.3	[deleted]



 


	12.4	The
                                         Company undertakes to the Lender that, where any Common Shares are due to be allotted
                                         and issued to the Lender pursuant to this Agreement, whether on a Conversion Date, Maturity
                                         Date, or otherwise, it shall as soon as reasonably practicable following the Common Shares
                                         becoming due:



 


		(a)	allot
                                         and issue the relevant number of Common Shares to the Lender;



 


		(b)	make
                                         application and issue appropriate instructions for Admission and Delivery of the relevant
                                         number of Common Shares, such Admission and Delivery to occur as soon as practicable
                                         (and, in any event, within five (5) Trading Days); and



 




    	 	15	 



    	 



    

 


		(c)	use
                                         all reasonable endeavours, including instructing its transfer agent to effect Delivery
                                         hereunder on an expedited basis and giving all other necessary directions and instructions,
                                         to procure Admission and Delivery of the relevant number of Common Shares in accordance
                                         with this clause.



 


	12.5	The
                                         Company acknowledges that the Lender will incur significant costs, fees and expenses
                                         in reliance on the undertakings clauses 9.3 and 12.1(h). Accordingly, if the Company
                                         or any member of its Group breaches any of those undertakings, the Company will (without
                                         prejudice to any other rights or remedies that the Lender may have) pay to the Lender
                                         an amount equal to all costs, fees, disbursements and expenses (including in each case
                                         any applicable VAT) which have been or will be incurred by the Lender in connection with
                                         its investigation, evaluation and negotiation of the Proposed Transaction (including
                                         any costs, fees or expenses incurred before this Agreement was signed) (“Break
                                         Fee”).



 


	12.6	Without
                                         prejudice to any other rights or remedies that the Lender may have, the Company acknowledges
                                         and agrees that damages alone would not be an adequate remedy for any breach of the undertakings
                                         in this Agreement and the Lender will be entitled to the remedies of injunction, specific
                                         performance or other equitable relief for any threatened or actual breach of such undertakings.



 


	13	EVENTS
                                                                                                                                                                  OF DEFAULT



 


	13.1	Each
                                         of the following events is an Event of Default:



 


		(a)	the
                                         Company fails duly to perform or comply in any material respect with any material obligation
                                         expressed to be assumed by it in this Agreement or the Warrant Deed;



 


		(b)	all
                                         or any substantive part of the Common Shares is delisted from or ceases to trade on CSE
                                         (not to include temporary suspensions of trading up to a maximum five (5) consecutive
                                         Trading Days);



 


		(c)	the
                                         Company is in material breach of any of the material undertakings, representations or
                                         Warranties set out in this Agreement or the Warrant Deed;



 


		(d)	any
                                         Insolvency Event occurs;



 


		(e)	the
                                         Company repudiates this Agreement or the Warrant Deed or makes any public statement evidencing
                                         an intention to repudiate this Agreement or the Warrant Deed;



 




    	 	16	 



    	 



    

 


		(f)	at
                                         any time any material act, condition or thing required to be done, fulfilled or performed
                                         by the Company in order:



 


		(i)	to
                                         enable the Company lawfully to enter into, exercise its rights under or perform the material
                                         obligations expressed to be assumed by it in this Agreement or the Warrant Deed;



 


		(ii)	to
                                         ensure the performance of the material obligations expressed to be assumed by the Company
                                         in this Agreement, or the Warrant Deed; or



 


		(iii)	to
                                         make this Agreement or the Warrant Deed admissible in evidence in England and Wales,



 


is
not done, fulfilled or performed within any time available to ensure compliance with the same;


 


		(g)	at
                                         any time it is or becomes unlawful for the Company to perform or comply with any or all
                                         of its material obligations under this Agreement or the Warrant Deed or any of the material
                                         obligations of the Company under this Agreement or the Warrant Deed are not, or cease
                                         to be, legal, valid and binding (unless due to any action of the Lender or a change in
                                         status of the Lender); or



 


		(h)	the
                                         occurrence of a Material Adverse Change.



 


	13.2	On
                                         and at any time after the occurrence of an Event of Default, which is continuing, the
                                         Lender, in its absolute discretion may, by written notice to the Company, declare all
                                         outstanding amounts under the Loan and any interest thereon to be immediately due and
                                         payable, together with any other sums then owed by the Company to the Lender and, upon
                                         that declaration, such sums shall become immediately due and payable, without further
                                         demand or notice of any kind, all of which are hereby expressly waived by the Company.



 


	13.3	For
                                         the avoidance of doubt, the conversion of any outstanding amount of the Loan shall only
                                         be deemed completed upon the Company having complied with its obligations pursuant to
                                         clause 12.2.



 


	13.4	Notwithstanding
                                         anything else in this Agreement and other than in relation to clause 13.1(b), no failure
                                         by any member of the Company’s Group to do, fulfil or perform any act, condition
                                         or thing shall constitute the occurrence of an Event of Default unless such failure,
                                         if capable of remedy, has not been remedied within five (5) calendar days of the earlier
                                         of notice of that failure by the Lender to the Company or the date the Company becomes
                                         aware of such failure (the “Cure Period”), provided, however, that
                                         nothing shall derogate from the rights of the Lender in respect of any other Event of
                                         Default which may arise from an earlier Event of Default which has been remedied during
                                         the Cure Period.



 




    	 	17	 



    	 



    

 





	13.5	Notwithstanding
                                         anything else in this Agreement, neither the Company nor the Lender shall be deemed in
                                         default nor shall an occurrence of an Event of Default be constituted with regard to
                                         any act, condition or thing required to be done, fulfilled or performed hereunder if
                                         such failure is due to acts of war or terrorism, outbreak of disease of other comparable
                                         event which is beyond the reasonable control of such person and which disrupts the operation
                                         of the financial system in the United Kingdom, Canada, the United States of America or
                                         elsewhere.



 


	14	INDEMNITIES



 


	14.1	The
                                         Company shall promptly indemnify the Lender against any direct loss or reasonable expense
                                         which the Lender shall sustain or incur as a consequence of:



 


		(a)	any
                                         default in repayment of the Loan or any part thereof or payment of interest accrued thereon
                                         or any other amount payable under this Agreement on the due date;



 


		(b)	the
                                         occurrence of any Event of Default; and



 


		(c)	any
                                         repayment of the Loan or part thereof being made after the relevant due date for repayment
                                         or for prepayment, as the case may be;



 


including,
in any such case, but not limited to, any loss or expense sustained or incurred in maintaining or funding, the Loan or any part
thereof or in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan or part thereof.


 


	15	ANNOUNCEMENTS



 


	15.1	The
                                         Company hereby undertakes to the Lender that it will not make any public announcement
                                         or statement or communication regarding this Agreement without the prior written consent
                                         of the Lender.



 


	16	COSTS
                                                                                                                                                                  AND EXPENSES



 


The
Company shall pay all of its and the Lender’s costs and expenses in relation to the negotiation, preparation and execution
and carrying into effect of this Agreement.


 




    	 	18	 



    	 



    

 





	17	BENEFIT
                                         OF THIS AGREEMENT



 


This
Agreement shall be binding upon and enure to the benefit of each party to this Agreement and its lawful successors and assigns.


 


	18	ASSIGNMENTS
                                         AND TRANSFERS



 


Neither
the Company nor the Lender may assign or transfer its rights, benefits and obligations under this Agreement without prior written
approval of the other Party, which may be withheld in such Party’s discretion, save that the Lender may assign to a member
of its Group.


 


	19	REMEDIES
                                         AND WAIVERS



 


	19.1	No
                                         failure, delay or other relaxation or indulgence on the part of the Lender or the Company
                                         to exercise any power, right or remedy shall operate as a waiver thereof nor shall any
                                         single or partial exercise or waiver of any power, right or remedy preclude its further
                                         exercise or the exercise of any other power, right or remedy.



 


	19.2	All
                                         rights of the Lender and the Company contained in this Agreement are in addition to all
                                         rights vested or to be vested pursuant to common law or statute.



 


	20	SEVERABILITY



 


Each
of the provisions of this Agreement is severable and distinct from the others and if at any time one or more of such provisions
is or becomes invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby.


 


	21	NOTICES



 


	21.1	Any
                                         notice to be given by any Party hereunder shall be in writing and shall be deemed to
                                         have been duly given if delivered by hand or by email (to such email address as may from
                                         time to time be notified by the relevant party) or given by letter sent by first-class
                                         registered mail to the party to receive such notice provided that any party may change
                                         its address or facsimile number for notice by giving to the other party written notice
                                         of such change.



 


	21.2	Any
                                         notice given under this Clause shall be effective:



 


		(a)	if
                                         delivered personally, when delivered;



 


		(b)	if
                                         sent by email (to the Company FAO Helga Fairhurst to hf@bunkerhillmining.com) and to
                                         the Lender (FAO Tom Hill to tom@hummingbirdresources.co.uk), either (i) on receipt of
                                         a read receipt email from the correct address; (ii) 24 hours from delivery if sent to
                                         the correct email address and no notice of delivery failure is received; or (iii) on
                                         receipt of confirmation of receipt from the recipient; or



  










    	 	19	 



    	 



    

 





	 	(c)	if
                                         sent by first-class registered post within the United Kingdom, two Business Days after
                                         posting or if sent from or to any place outside the United Kingdom by prepaid priority
                                         airmail seven Business Days after posting.


 












	22	Law
                                         and Jurisdiction



 


This
Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties submit to the
non-exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with this Agreement.


 


	23	Counterparts
                                         and delivery



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and which together shall
constitute one and the same agreement.


 


	24	third
                                         party rights



 


A
person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce or enjoy
the benefits of this Agreement.


 






    	 	20	 



    	 



    

 


IN
WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date written at the beginning
of this Agreement.


 


Signed
for and on behalf of


 


	BUNKER
    HILL MINING CORPORATION	 	/s/
    Bruce D. Reid
	by
    its duly authorised representative	 	Director
	 	 	 
	 	 	Bruce
    D. Reid
	 	 	Print
    name


 


Signed
for and on behalf of


 


	HUMMINGBIRD
    RESOURCES PLC	 	/s/
    Daniel Betts
	by
    its duly authorised representative	 	Director
	 	 	 
	 	 	Daniel
    Betts
	 	 	Print
    name


 




    	 	21	 



    	 



    

 


SCHEDULE
1


 


SHARE
CAPITAL


 


	Issued
    share capital (Common Shares):	33,013,715
    
	Issued
    share capital (Preferred Shares)	Nil
	Other
    rights over shares or securities in the Company	4,340,320
                                         (Warrants)

                                                         

        2,391,000
        (Options)



 




    	 	22	 



    	 



    

 


SCHEDULE
2


 


WARRANTIES


 


	1	Due Diligence Queries



 


	1.1	All
                                         statements of fact contained in the Company’s written responses to the due diligence
                                         queries provided by the Lender to the Company dated 12 June 2018 were when given true
                                         and accurate in all material respects and were not misleading in any material respect
                                         and all expressions of belief, opinion, intention and expectation contained in such answers
                                         were fair and honestly held at the time made and had been made after reasonable enquiry.



 


	1.2	The
                                         title opinions dated 12 November 2017 and 13 December 2017 relating to certain of the
                                         Material Licences provided by the Company to the Lender remain true and accurate in all
                                         material respects and not misleading in any material respect.



 


	2	Capacity
                                         and Compliance with Law and Regulation and issue of Common Shares



 


	2.1	The
                                         details set out in Schedule 1 relating to the Company’s share capital are true
                                         and accurate.



 


	2.2	The
                                         trading of the Common Shares on CSE has not ceased or been suspended, the Company has
                                         not received any notice threatening the continued trading of the Common Shares on CSE
                                         and the Company is not aware of any event which might reasonably be expected to cause
                                         such cessation or suspension.



 


	2.3	This
                                         Agreement constitutes a legally binding and enforceable obligation of the Company. The
                                         Company has all necessary corporate power under its Constitution to enter into this Agreement
                                         and there are no consents, authorisations, approvals or licences required by the Company
                                         (including, without limitation, any sanction or consent of the shareholders of the Company
                                         or any class of them) for the Company to enter into and comply with its obligations under
                                         this Agreement.



 


	2.4	The
                                         execution and delivery of this Agreement and the performance of its terms by the Company
                                         do not conflict with the Company’s Constitution, any Applicable Laws or any material
                                         agreements, obligations or commitments binding upon it.



 


	2.5	Any
                                         Common Shares to be issued under this Agreement will be allotted and issued as fully
                                         paid and free from all Encumbrances whatsoever (other than those created or arising from
                                         the actions of the Investor) and will rank pari passu in all respects with the existing
                                         issued Common Shares including the right to receive dividends or other distributions
                                         declared, made or paid after the date of issuance (unless the market price of such Common
                                         Shares at the date of issuance is quoted “ex dividend”).



 




    	 	23	 



    	 



    

 


	2.6	Each
                                         member of the Company’s Group has complied in all material respects with all Applicable
                                         Laws and has obtained and is in material compliance with the terms and conditions of
                                         all material licences, permits, leases, concessions, permissions, authorisations and
                                         consents necessary for the carrying on of its business for the time being, all of which
                                         are in full force and effect, and the Company is not aware of any material breach of
                                         them and there are no circumstances which may prejudice the continuation of them or which
                                         indicate that any of them may be revoked or terminated or not renewed, in whole or in
                                         part, in the ordinary course of events.



 


	2.7	The
                                         Company has made all announcements required to be made by it to the market under the
                                         CSA Trading Rules, including all announcements of information that is material for investors
                                         to make an informed decision on their investment in the Company, and all statements of
                                         fact in such announcements made by the Company (including, without limitation, all resource,
                                         reserve and/or drilling updates and all announcements of resources, reserves and/or drilling
                                         results) were when made true, accurate and not misleading in all material respects. Each
                                         expression of opinion or intention or expectation in each such announcement was made
                                         on reasonable grounds after reasonable enquiry and was truly and honestly held by the
                                         Company at the time it was made and was fairly based. There was no other fact known that
                                         was omitted from disclosure in any such announcement which, by such omission, made any
                                         such statement or expression in any such announcement misleading (by itself or in its
                                         context) in any material respect.



 


	2.8	No
                                         event has occurred and is subsisting or, to the knowledge of the Company, is about to
                                         occur which constitutes or would constitute a material default by any member of the Company’s
                                         Group, or result in the acceleration by reason of default of any material obligation
                                         of any member of the Company’s Group, under any agreement, undertaking, instrument
                                         or arrangement to which any member of the Company’s Group is a party or by which
                                         any of them or any of their respective interests, properties, revenues and assets are
                                         bound which would in any such case have a material adverse effect on the business, assets,
                                         prospects or condition of any member of the Company’s Group.



 


	2.9	Save
                                         as disclosed by the Company in the Accounts, or on the Company’s website or via
                                         SEDAR, there are in force no options or other agreements which require or may require,
                                         or confer any right to require, the issue of any shares or other securities of any member
                                         of the Company’s Group now or at any time after the date of this Agreement. None
                                         of the owners or holders of any of the share capital of the Company has any rights, in
                                         his capacity as such, in relation to the Company’s Group other than as set out
                                         in the Constitution.



 




    	 	24	 



    	 



    

 


	3	The Accounts



 


	3.1	The
                                         Accounts have been prepared in accordance with the Accounting Standards and all Applicable
                                         Laws, give a true and fair view of the assets and liabilities and state of affairs of
                                         the Company’s Group as at the end of each of the financial periods to which they
                                         relate and of the cash flow and profit and loss for each such period and either make
                                         proper provision for or, where appropriate, include a note in accordance with good accounting
                                         practice in respect of all material liabilities and capital commitments of the Company’s
                                         Group, whether actual, deferred, contingent or disputed.



 


	3.2	Since
                                         the date of the last set of Accounts, the Company’s Group has carried on its business
                                         in the ordinary and usual course and there has been no Material Adverse Change.



 


	3.3	The
                                         total current liabilities of the Company (not including its obligations to make payments
                                         under the EPA Agreement and under the Bunker Hill Mining Lease with Option to Purchase
                                         dated 1 November 2017) are less than US$500,000.



 


	4	Contracts



 


	4.1	No
                                         member of the Company’s Group is a party to any contract or obligation that is
                                         onerous or unusual or not on an arm’s length basis, which has not been fairly disclosed
                                         via a regulatory information service or in the financial statements of the Company and
                                         which is of material importance to the business of the Company’s Group.



 


	4.2	To
                                         the Company’s knowledge, there are no grounds for the invalidity or rescission,
                                         avoidance or repudiation of any agreement or transaction to which any member of the Company’s
                                         Group is a party and no member of the Company’s Group has received any notice of
                                         any intention to terminate any such agreement or to repudiate or disclaim any such transaction,
                                         and which in each case is of material importance to the business of the Company’s
                                         Group.



 




    	 	25	 



    	 



    

 


	5	Litigation



 


Save
as disclosed in the Accounts or via a regulatory information service no member of the Company’s Group is engaged in any
material litigation, arbitration, prosecution or other legal proceedings or subject to official investigation or enquiry, and,
to the knowledge the Company no material litigation, arbitration, prosecution or other proceedings, investigation or enquiry is
pending or threatened against any member of the Company’s Group and no circumstances that are likely to give rise to any
such litigation, arbitration, prosecution or other proceedings, investigations or enquiry exist, which in any of the foregoing
cases, either individually or collectively would reasonably be expected to constitute a Material Adverse Change.


 


	6	Insolvency,
                                         winding-up, etc.



 


No
Insolvency Event has occurred in relation to any Group Company.


 


	7	Indebtedness



 


No
outstanding material indebtedness of any member of the Company’s Group has become repayable before its stated maturity,
nor has any security in respect of such indebtedness become enforceable by reason of default by any member of the Company’s
Group and, to the knowledge of the Company, no event has occurred which, or circumstances arisen such that, with the lapse of
time and/or the fulfilment of any condition and/or the giving of notice and/or the making of a determination and/or other formality,
may result in any such indebtedness becoming so repayable or any such security becoming enforceable, and no person to whom any
indebtedness of any member of the Company’s Group which is repayable on demand is owed has demanded or threatened to demand
repayment of, or to take any steps to enforce any security for, the same.


 


	8	Intellectual
                                         Property



 


No
Group Company is materially dependent on any patent rights, know-how, trademarks, service marks, trade names, designs, design
rights, copyrights or other similar rights which it does not own or have the right to use.


 


	9	Assets



 


Each
member of the Company’s Group has good and marketable title to all of its fixed assets (including real estate properties)
which are material to its business, to the extent that the concept of good and marketable title can reasonably be applied to certain
of such assets, having regard to their specific nature, and no Encumbrances exist over any Group Company’s assets, save
for any assets held on lease, hire purchase or any similar financing arrangements.


 




    	 	26	 



    	 



    

 


	10	Material
                                         Licences and Environmental
                                         Matters



 


	10.1	The
                                         Company’s Group has all material leases, tenancies, licences, concessions, permits,
                                         authorisations, consents or similar agreements or permissions (including options thereover)
                                         required by the Company’s Group to carry on its business as such business (including
                                         the Bunker Hill Mining Lease with Option to Purchase dated 1 November 2017 and the EPA
                                         Agreement) and as such leases, tenancies, licences, concessions, permits, authorisations,
                                         consents or similar agreements or permissions (including options thereover) may be constituted
                                         are for the time being comprised (the “Material Licences”).



 


	10.2	Except
                                         where it would not result in a Material Adverse Change, without prejudice to the generality
                                         of paragraph 10.1 above:



 


		(a)	the
                                         Material Licences are valid and subsisting, the title to each Material Licence and all
                                         interest therein is vested in a member of the Company’s Group and all prior transfers
                                         or assignments of the Material Licences and all interests therein were valid and enforceable
                                         in accordance with their terms and duly registered with, and (if required under the terms
                                         thereof or otherwise by Applicable Laws) approved by, the appropriate authorities, or
                                         application for any such approval (if required under the terms thereof or otherwise by
                                         Applicable Laws) has been duly made and no member of the Company’s Group is aware
                                         of any reason such application may be denied;



 


		(b)	all
                                         of the relevant original documents of title in relation to the Material Licences are
                                         in the possession or under the control of or accessible by the relevant member of the
                                         Company’s Group and are validly executed by such member of the Company’s
                                         Group or predecessors in title to such member of the Company’s Group and the relevant
                                         granting authority, are enforceable in accordance with their terms and are duly registered
                                         with the appropriate authorities;



 


		(c)	the
                                         relevant member of the Company’s Group has all necessary rights pursuant to the
                                         Material Licences to carry out all the exploration, development or, where relevant, production
                                         operations currently carried on by or on behalf of the Company’s Group in the area
                                         the subject of the Material Licences;



 


		(d)	the
                                         Company’s Group has, or has the benefit of, all necessary rights, easements, interests,
                                         covenants (restrictive or positive), conditions, restrictions, exceptions, reservation
                                         conditions and other encumbrances necessary in order to enable it to exercise its rights
                                         arising from the Material Licences in the manner in which they are currently, exercised;



 






    	 	27	 



    	 



    

 


		(e)	the
                                         Company’s Group has observed all material covenants, restrictions, notices or other
                                         obligations in respect of the Material Licences; and



 


		(f)	all
                                         operations carried out by the Company’s Group on the area the subject of the Material
                                         Licences have been materially in accordance with the terms of the Material Licences and
                                         all applicable legislation and regulations and any orders, consents or permissions made
                                         or given thereunder.



 


	10.3	Each
                                         member of the Company’s Group is and always has been in compliance in all material
                                         respects with all applicable Environmental Laws and has obtained and complied in all
                                         material respects with the terms and conditions of, all material environmental permits
                                         and licences and other authorisations required in relation to the operations of its business,
                                         and, to the knowledge of the Company, there are in relation to each member of the Company’s
                                         Group, no past or present events, conditions, circumstances, activities, practices or
                                         incidents which materially interfere with or prevent compliance with or which give rise
                                         to any material liability under Environmental Laws or otherwise form the basis of any
                                         claim, action, suit, proceedings, hearing or investigations relating to the environment
                                         or any breach of Environmental Laws, which would result in a Material Adverse Change,
                                         nor has any member of the Company’s Group been notified of any such liability or
                                         breach.



 


	10.4	For
                                         the purposes of paragraph 10.3, “Environmental Laws” shall mean all
                                         laws, regulations, directives, statutes, subordinate legislation, common law and other
                                         national and local laws, all judgments, orders, instructions or awards of any court or
                                         competent authority and all codes of practice and guidance notes to the extent enforceable
                                         and legally binding on the Company which have as a purpose or effect the protection of
                                         the Environment but excluding for the avoidance of doubt any of the above which regulate
                                         land use under the town and planning regime.



 


	10.5	For
                                         the purposes of paragraph 10.3 “Environment” shall mean any and all
                                         living organisms (including man) and the ecosystems of which they form part and the media
                                         of air, water and land.



 






    	 	28